Omniverse Earth-38

by choejhulkp9

The multiverse is a big, wide open space of possibilities. Think of them like snowflakes: they look similar but they're different enough. This earth is no different. A citizen of earth finds himself wielding the most powerful weapon in the universe. It stuck itself upon his wrist with secrets that it hid. Now he's got superpowers, he's no ordinary kid. He's...well, you get it.

9. Looming Threat and Ghosts run amok

Hello everyone, here is Chapter 9 of Omniverse Earth-38. Hoping to get some kind of vacation Will goes out with his friends on a sort of camping trip to Ed's dad's cabin for a relaxing time and it helps but, in the process, he ends up coming into conflict with the first of many scouts for an intergalactic warlord looking for the Omnitrix. After that, Will has to deal with some issues with one of his aliens. Ghost Freak goes rogue. Enjoy!

Omniverse Earth-38: A looming threat and Ghost run amok!

Late August 2008: Lake Henshaw, California

If you drove about 40 miles east of National City just past Route 76 was Lake Henshaw. A beautiful, picturesque lake with the Henshaw Scenic Vista observation site overlooking the Love Valley Meadow of the Cleveland National Forest and the Lake Henshaw resort parked right by the highway for tourists and vacationers. Granted the lucky ones had cabins in the forest right next to the lake making them perfect for vacation. Luckily, that's where Will was. His only vacation for the summer started great with his dad taking him to an exclusive resort in the middle of the Bermuda Triangle. 5-star resort, all expenses paid, free amenities and he got to meet some celebrities but then things went south when aliens attacked. Turns out an alien ship had sunk nearby, and the resort's owner used its power source to power the resort and they wanted it back. And the mothership had an army of squid drones that would have hurt a lot of people but thankfully that didn't happen. He managed to save everyone with the help of Green Lantern and Aquaman. He did his job, no one was hurt, and the alien robots and mothership were destroyed but his vacation ended abruptly. And considering they had planned to go to the resorts steakhouse for dinner that day sucked even more. But he got meet Beyonce and she even gave him a kiss on the cheek so that was a win. And his friends were beyond jealous.

So, with that vacation sunk and returning home sooner then he thought he would the end of his summer vacation was looking to end on a sour note until the saving grace that was his friend Ed. Ed's family owned a cabin on Lake Henshaw that they used for weekend trips and vacations and Ed managed to convince his parents to let him borrow it for the weekend before school started again. They weren't sure how he managed to convince his parents to let him have it for the weekend, but it probably involved a lot of begging, pleading, and promising to the do the best for his senior year and applying to his dad's alma mater. And his parents knew that Ed wasn't exactly a party animal so he wouldn't throw a massive party. He just wanted to use it to spend the weekend with his friends away from the city before school started. Still, his mother drove up to the cabin a few days before and removed all the alcohol they had there just to cover her bases.

Ed invited everyone to come and the only one who couldn't make it was Yolanda because she and her family were going to visit her grandparents that weekend. They were sad that she wasn't going to make it and she was too, but she told them that she was also glad in a way. With school starting up soon she was busy getting things ready for the upcoming school year. Being Student Council President and with college admissions she was beyond prepared but also busy which was just Yolanda being Yolanda. So, it was sort of a couples weekend at Ed's family cabin. Vic and Karen along with Will and Courtney. As for Ed and Beth? Well, let's just say that they weren't stuck being the odd 5th and 6th wheels.

Ed's family cabin was nicely isolated at the end of the street surrounded by thick trees and had its own sort of isolated section of the lake all the way on the north side so the friends were fairly isolated. The resort was all the way on the other side of the lake and part of it sectioned off for them but they were at least 300 yards away. One of the reasons Ed's family liked the cabin was because it was isolated, and it gave them plenty of peace and quiet…which was currently being ruined by six teenagers.

"Come on, Will! Let it rip!" Vic shouted, floating on a boogie board about 50 yards from the shore.

"Let's do it!" Ed cheered, right there with him on his own boogie board.

Will stood by the shore near the picnic table. It's where all their towels were along with a cooler of drinks, some food and their outdoor bags. He turned to glance at another corner of the lake where the girls currently were.

Beth, Courtney, and Karen were floating on inflatable tubes and soaking in the sun on the lake. Courtney was wearing a sky-blue bikini that showed off her growing and toned figure which Will was more than happy to steal glances at. Gymnastics kept her in shape and he was not complaining. Karen was also in a bikini that showed her blooming figure but hers was black and yellow stripped which funny enough made them think of either a bee or wasp. Though Ed joked it reminded him of police tape and with the way Vic looked at her, he'd need that reminder. Beth had gone for a more conservative look and wore a green one-piece.

The three of them were completely ignorant to what was about to happen. If they did, then they would be paddling to the shore as fast as possible. Will could've warned them but to be honest he felt like pulling a small prank of them. He needed as much fun as he could get.

He checked his Proto-box, using its scanner to check the surrounding area to see if there was anyone around. The scanner looked for anything within 200-yards of the cabin and their part of the lake. Other than birds, squirrels and the occasional deer there wasn't another human near the area and zero cameras which was perfect. He put the Proto-box down and prepared himself. He felt a little bd that his stunt would ruin the girl's relaxation and Courtney would likely clobber him but it was too good an opportunity to pass up.

"Here we go!" Will shouted before running to the water and activating the Omnitrix. A flash of green light later and Cannonbolt jumped high into the air, withdrawing his limbs and spinning through the air in his ball form. He reached the apex of his jump which was about 30-ft before heading straight down into the water. "Cannon ball!"

And like a cannon ball, Cannonbolt splashed down into the water and his giant size and speed created a large wave that roe to be near 7 feet high. "Here we go!" Vic shouted as he and Ed began to paddle. The wave caught up to them and carried them across the lake. Ed got playful and tried to climb up onto the boogie board like he was surfing. He managed to get up for a few seconds before it got too much and he wiped out while Vic was just carried away and enjoying himself. Courtney, Karen, and Beth heard the giant splash and to their shock saw a large wave heading straight for them.

"Oh, crap." Beth muttered as the wave caught them by surprised and washed over them.

Vic managed to stay afloat on his boogie board as the large wave slowly dissipated and he slowed down. "BOOYAH! That was awesome!" Vic cheered as he saw a flash of green light down below in the water and Will resurfaced. "Dude that was sick! Tell me you got that on camera."

"No, for obvious reasons." Will pointed out as Ed swam over on his boogie board. "Chief among them being Ed wiped out."

"I did not wipe out. I just lost my footing." Ed corrected him. "Suffice to say that I should stick with skateboarding and not surfing but that was still awesome. If the hero thing doesn't work out you should open your own amusement park, dude."

"Either that or loan yourself out for surfing competitions." Vic joked.

"Yeah, that's not gonna happen." Will remarked and the three chuckled when he was hit on the head. "Ow!"

He rubbed the spot that hurt and turned to see Courtney floating on her inflatable tube but was soaking wet. Beth and Karen were next to her, and they didn't exactly look happy. Although the sight of drops of water running down his girlfriend's hair and body was a sight that immediately helped him forget the pain. Vic stole a similar look at Karen.

"Next time you plan on making this picturesque lake into a wave pool at least give me a warning." She warned him.

"Right, sorry. But come on, it was a little fun." Will pointed out and Courtney just pouted but there was a small uptick at the corner of her mouth. "Yeah. That's my girl."

Will swam over and pulled himself up onto her inflatable tube and began kissing her all over her head being playful, but the tube couldn't keep up both their weight. "Will, stop! Will, no!" Courtney pleaded but it was too late, and they fell into the water. They resurface with Will holding Courtney bridal style and tickling her under her arms. She shrieked and yelped before he pulled her up and the two shared a quick kiss. "Ugh, you ass."

"I know but I'm your ass and you love me." He remarked and she rolled her eyes in disbelief before giving him a kiss. "But I promise no more alien cannon balls. No more alien changing except to get us dinner tonight."

"Good." Courtney gave him a kiss on the head and wrapped her arms around his neck as they floated in the water.

"Will, are you sure that transforming into that giant armadillo was a good idea? I mean, what if someone saw you?" Karen pointed out.

"Relax. I used a scanner to check the surrounding area. No person or camera within 200-yards so no one saw me. I'm perfectly under the radar." Will assured her, unaware of how wrong he was.

Crux-Scutum Arm, Milky Way Galaxy

Traveling through one part of the Milky Way Galaxy was a lone red and orange alien shuttle/spacecraft. It's design was alien, obviously, and was too small to be a manned ship so it was likely a probe or drone sent out from a larger vessel. The large red/orange dome on the front of the ship was blinking with a red glow. Said section was its sensor and it was currently searching for something and it wasn't alone as it was just one of many sent all over several galaxies. The drones weren't sent out at random but more in a search pattern to look for something. The drone continued moving through space when its sensor stopped blinking and just glowed a bright red, having picked up something on its scanner. It detected an unusual energy reading that was a match for what it was looking for so the engines and thruster jets adjusted their position to redirect the drone's path towards the Sol system. The engines powered up and soon enough the drone was flying through space at faster than light speeds towards its destination.

Back on earth…

DEO Desert Base, National City

The DEO agents were doing all their jobs diligently. Monitoring their vast array of satellites and sensors to detect any odd or alien energy signatures while also vetting old leads or pursuing new ones on the remaining Fort Rozz escapees. They were closing in leads on one escapee, a dangerous Saturnian known as Jemm but along with that they were also keeping up with leagues on the Forever Knights. One of the technicians was going through all the data they collected when an alert came up. He checked it and saw it was a coming from one of their deep space sensors, so he brought up the scans and investigated.

Director Henshaw was walking through the base when an agent came over with some papers he needed to sign. After going through the files and making those signatures he headed over to observation center. "Any unusual readings?" He asked.

"Negative on all four hemispheres, sir." A technician replied and Henshaw nodded at the surprisingly good news. Nothing bad on their scanners today but that also meant they needed to keep following their leads on their active cases.

"Sir, I think you should see this." One technician called him over to his station.

"What is it?"

"Our deep space sensors picked up something in the Crux-Scutum arm section of the galaxy here." The technician showed him the area on the galactic map and the readings they were receiving.

"Meteor? Comet?" Henshaw wondered.

"No, sir." The technician brought up one of the images they managed to capture which showed a super-imposed image that outlined the anomaly and its light trail. The thing they were scanning was about 9-meters in length and 3 meters in width. "The light trail is inconsistent with the radiation we'd see for a meteor. Upon further analysis, the scanners picked up a heat bloom from the rear and side marking thrusters and its moving fast. Currently scans have it moving at faster than light speeds."

"Current trajectory?" Henshaw asked, hoping the answer wouldn't be what he wanted to hear.

"At its current speed and course, it'll enter our solar system in approximately four hours." The technician answered causing Henshaw to seethe in frustration.

"All right. Everyone, listen up!" Henshaw shouted and everyone stopped what they were doing. "We've got a potential anomaly heading to our system! At this moment we're at Defcon 5! I want all equipment checked and all teams ready to deploy at a moment's notice."

Everyone nodded and got to work. They all knew what it meant so they were getting prepared for any kind of eventuality. They had no idea what was coming so the technicians would try to get all the data they could to make them better prepared. The scans they did have didn't seem to indicate it was a large mothership but more a lone vessel so it may be a singular alien, but they had to be ready for anything. Given what they could be facing Will and the Omnitrix may be needed so he was ready to call him back to work if the situation arose.

Four hours later…

Lake Henshaw

The sun had just started to set over the horizon and the temperature was starting to cool off. That combined with the wind and cool breeze they got from the lake then it could get chilly which is why everyone had gotten into sweatshirts, jackets or long-sleeved clothing after their showers and getting cleaned up. The got chairs and put them around a firepit which was currently not lit as they were waiting for their dinner. Ed and Vic finished getting the chairs out of the storage shed while Beth placed a few more logs onto the firepit and Karen and Courtney got plates and sodas from the kitchen and brought them outside. They placed them down on the table when Courtney noticed Will wasn't here.

"He's still not back yet?" Courtney asked and Ed and Vic shrugged. "Wonder what's taking him so long?"

"To be fair he is traveling all the way up to Coast City to get us dinner. Beats having to eat canned beans or have Vic burn the burgers." Ed pointed out.

"Ha-ha, ha-ha. I almost forgot to laugh." Vic mocked giving Ed a slight shove, so he fell into one of the chairs. That's when they all felt a whoosh of air brush past them, and a cloud of dirt kicked up into the air. When the dirt settled, they saw a black and blue armored alien-velociraptor with several pizza boxes in its arms among other things.

"Coast City Pizza, the best in the west. Curtesy of XRL8 Pizza Delivery. Your pizza delivered to you piping hot and fresh in less than sixty seconds. And we deliver deserts but also…" XLR8 put the pizza and everything down on the outdoor table before his visor came down and he began speeding around the place. The chairs Vic and Ed got out of the storage shed were quickly set up around the fire, the outside picnic table was set up with plates and napkins, he rushed inside the house and returned with a bowl of ice for the sodas and cleaned up everything in about 10 seconds and slid to a stop. "…offer expert cleaning services and when needed…"

XLR8 tapped the Omnitrix on his chest and in a flash of green light he transformed into Heatblast and sent out a stream of fire from one of his hands that ignited the logs in the firepit, instantly turning it into a roaring fire. "Also, a handy Firestarter for your convenient heat or light related necessities." Heatblast smirked but saw the others were less impressed as they were still cleaning the dirt off them that XLR8 had kicked up. "Oh, sorry."

Ed walked over to the picnic table and grabbed a marshmallow out of the bag and put it on a stick. He then walked over to Heatblast and roasted it by his head. "Really?"

"What? It works." Ed ate the marshmallow but before he could get another one the Omnitrix began blinking red and after a flash of red light Will had changed back.

"Sorry again for the dirt but I promise no more changing for the weekend if only to get food." Will promised as Vic and Ed walked over and opened the pizza boxes. "Coast City pizza is the best on the west coast, but I also went to New York and picked us up a Cheesecake for dessert. Your favorite."

Courtney couldn't help but smile at Will for being thoughtful and seeing him apologize under their unamused looks was funny. She walked over and gave him a kiss. "Thank you. Now, I'm starving. Let's see if Coast City pizza really is great." Courtney said and they all sat down to eat. It was a little weird coming out to the lake thinking you'd have burgers and such but get pizza from miles away was a novel experience with cheesecake for dessert that happened to come from a gourmet pastry shop on the other side of the country. And the pizza was as good as it was advertised to be. All in all, it was a fun time. That would soon be interrupted soon enough.

Outer space

The mystery drone arrived in the Sol system and exited FTL speed as it passed Saturn and then Jupiter. The thrusters on the back and velocity from its FTL warp had it moving fast that it passed Jupiter and its moons and then Mars. That's when the thrusters adjusted the course of the drone. It was still heading towards earth but the sensor up front picked up another energy signal which gave it a better reading of its destination so it could adjust its course for the best path to its target. At its current speed it passed Mars and then the moon and entered Earth's Atmosphere.

DEO Desert Base

Director Henshaw and all the DEO field agents were prepped in their field gear, readying all their equipment for any kind of possible situation. Their technicians had kept a close eye on the unidentified object and their hopes that these anomaly was going to bypass their solar system were dashed when it stayed on course. The seriousness of the situation kept rising and now they were prepared to move out the second they knew where it would be landing.

Director Henshaw finished securing his gear when a technician ran over with a smart tablet. "Sir, the anomaly entered our solar system five minutes ago and its path has it headings towards earth. Our scans show its non-organic. Metal so most likely a drone or machine and it adjusted its speed and course."

"Destination?" Henshaw asked, hoping that he was wrong in his head and it wasn't going to land where he thought it was.

"It's gonna crash down near Will's Detmer location in approximately 5 minutes." He answered. Henshaw looked over at Max and while he didn't say anything his expression said it all. Whatever was coming down to earth was after Will. Or more accurately, the Omnitrix.

"All right! Let's mount up! We've got to move! NOW!" Henshaw ordered and they hurried to their VTOL jets.

Back with Will…

After some delicious pizza and an excellent NY-style cheesecake from New York for dessert everyone was sitting in their chairs around the firepit. They added on a few more logs to the crackling fire to give them more ambient light and warmth that helped with the lake/forest chill. Will had put on a sweatshirt and that with the firepit kept him nice and warm. Plus, cuddling with Courtney helped as well. Will leaned into the chair by the firepit with an arm wrapped around Courtney who was snuggled up with him. Karen did the same with Vic while Beth and Ed each had their own chair.

Will glanced over at Ed and Beth and the two had pushed their chairs next to each other so they were close, and they could talk. The smiles on their faces indicated that they weren't just engaged in idle chit-chat between friends. Something was definitely brewing between the two of them, but they weren't there yet. Will gently nudged Courtney and pointed at the two and she chuckled. "Not what I expected to happen but I'm all for it." He whispered.

"Same. Perhaps Beth could help Ed mature a bit." Courtney suggested.

"Beth's a miracle worker but I don't think that's possible." Will joked and they chuckled. He pulled her in closer and kissed her on the head. "I hope you had a good time."

"I should be asking you that. You're the one whose last vacation was ended prematurely." Courtney pointed out.

"Well, this has been great. Finally, a chance to relax." Will sighed in relief, looking out at the water of the lake. The gentle rustle and rhythmic nature of the lake tide coming to shore combined with the crackling the fire pit and chirp of crickets lulled him into a state of peace. This wasn't the first time he had heard these sounds together but given everything he's been through the past year and how stressful it's been this moment of relaxation hit harder than most. Although he did find it funny that he was able to relax at Lake Henshaw of all places. Kind of ironic.

"Hey, check it out." They heard Vic say and he pointed up at the sky. The thing he pointed out was a fiery shooting star streak across the night sky.

"Amazing." Beth said in wonder.

"Ok, that is sick." Ed added.

"A shooting star." Courtney smiled and turned to look at Will but noticed he looked concerned. "Will, what's wrong?"

His gaze was focused on the sky, but he looked concerned instead of amazed like the others. He wasn't exactly an astronomer, but he knew enough to pick up certain things like for one, sure shooting stars weren't exactly rare but getting a good enough view of them was the difficult part. Most were too small to see, the sky is either too bright or they're otherwise obstructed. It was a clear enough night so it was possible but there was a second reason. Shooting stars fall into the category of meteorites when they get too close to the earth and don't burn up. And whatever was coming down had gotten close and wasn't burning up. He sat up and watched it as it came down and ended up crashing down in the distance about maybe a mile from their location deep in the forest.

"Whoa, asteroid crash landing." Ed said in excitement.

"Technically it's a meteor, Ed." Beth corrected him.

"Still, this is sick." Vic added but then he and the others noticed Will had gotten up and was looking over at the crash site in the distance. "Dude, what's up?"

"Will, what's wrong?" Courtney asked him and just got a sigh in response.

"I think that thing just ended my weekend." He stated.

And he was right. The meteor that ended up crash landing nearby was the mystery drone moving at reentry speed in the atmosphere. It crash down somewhere in the forest and despite the speed and impact it made the vessel was fine. The dirt and surrounding trees weren't as lucky, but the drone was perfectly intact. Suddenly it began to shake as parts of the drone began to move. It extended out two arms with sharp claws, three large legs and the sensor on top extended out to reveal its head. The alien robot stood at a tall 12 meters in height, and it was definitely alien in design. It began scanning and analyzing the surrounding area, taking in all the new data it had while simultaneously sending said information back to its control center located where it was originally launched from somewhere else in the galaxy. It was trying to scan for the signal it intercepted but wasn't having any luck as the signal went quiet so it would need to scout the area. Given that it arrived in the area where the signal was last picked up then it had to be close, so it launched two mini-drones from its shoulders. Said mini-drones were equipped with sensors, scanners, and had six mechanical limbs. The drones hovered in the air and proceeded in different directions for scouting missions. The primary drone checked its scanner and found a large heat cluster southeast, so it went there to investigate.

After Will saw the meteor crash down nearby he went up to the room he and Courtney were sharing and grabbed his bag. He pulled out his armor buckle and put it on his belt before grabbing the Proto-box which he had turned off for the weekend. He turned it off because he wanted the chance to relax and after what happened in the resort, he wasn't going to let it interrupt him spending some quality time with his friends and Courtney. Guess that just went out the window because the second he turned it back on it flooded him with a series of alerts from the DEO. Their deep space sensors picked up an anomaly that made a course correction straight for earth and given how it adjusts its flight path when it entered earth's solar system and then again when it made its descent to the planet then it clearly wasn't a meteor. Meteors don't slow down, or course correct.

He was about to call the DEO when the Proto-box chimed, indicating someone was calling him. "Hello?"

"Will, can you hear me?" Director Henshaw said.

"Yeah, I can hear you. I know why you're calling. Something just crashed down nearby." Will told him, walking out of the room and downstairs to the closet.

"Not just something, Will. Whatever it is course corrected several times to your location. It has to be after the Omnitrix."

"Yeah, I figured." Will looked through the closet for a flashlight and found one. "It crashed down maybe a mile away from my location in the forest. I'm on my way to intercept it."

"Negative on that, Will. If this thing is after you then we need to get you out of there immediately."

"Sir, this thing landed in a forest near an observatory, dozens of lake houses and a resort. The chances of it stumbling onto an unexpected camper or someone else is too high. If this thing is after me then I can at least lead it away and prevent people getting hurt until you arrive to help." Will told him.

"All right. We're ten minutes out. Keep the Proto-box on you and we'll rendezvous on your position. Henshaw out."

Will put the Proto-box in his pocket and exited the closet. He walked out the door where he saw his friends gathered around looking concerned. "Dude, everything ok?" Vic asked.

"Will, what's wrong?" Courtney asked.

"How bad is it dude? Are we in full blown Invasion of the Body Snatchers here or more of a Blob kind of situation?" Ed asked only for Beth to smack him on the head.

"Nothing like that. It's not an alien invasion." Will assured them.

"Will, come on." Courtney knew he wasn't telling the whole truth.

"I'm serious. One meteor strike doesn't mean an alien invasion, but it does mean that the DEO must look into it. They're a lot rarer than you would assume and since I'm here, I need to investigate it." He told them.

"All right, then let's go." Vic said.

"Sorry, not gonna happen. For one thing, having civilians there is out of the question. My boss will have my neck. I'll go look into. You guys stay here, and I mean it." Will told them before he walked up to Courtney and gave her a quick kiss. "I'll be fine. I've done way worse things and I'm still here. I'll be back in an hour, and I'll have my phone on me so you can call."

Courtney sighed and gave him another kiss. "Be careful."

"Always." He hugged her and gave her another kiss on the head. "Stay here. I mean it."

"Fine, fine." Vic and Ed nodded as Will turned on the flashlight and began walking in the direction of the meteor crash. They watched him walk away until he vanished into the dark forest.

"We're going to follow him, right?" Ed asked Vic.

"Oh, definitely. Let's just give him a heads start." Vic replied.

"If we're going into the woods then let me change into sneakers." Karen said.

"And some warmer clothes." Courtney suggested. They changed into sneakers and put on some warmer clothes before getting flashlights and following Will into the woods from a distance.

Will continued his trek into the woods using his flashlight so he could see where he was going and the Proto-box to pick up any kind of odd readings in the area. He had made it about a half a mile from the cabin at a brisking hiking pace but the Proto-box still wasn't picking up any odd readings and he had it set for a 5-mile search radius. Either the thing that crashed down really was just a meteor and by some bizarre grouping of circumstances it landed nearby or whatever crashed down was cloaking itself to his scans. Honestly, the former would have been more disconcerting.

He could be dealing with a sort of alien plant-like species like he encountered at Camp Opinicon in North Carolina that was working with Gloria, the Fort Rozz escapee Chlorapathro. That giant Mycelium had to have been on earth for years and it evaded all their scanners so it could be a similar situation. Or whatever kind of vessel crashed down might have an advanced cloaking system that would make it invisible to the Proto-box. Grey Matter, his Galvan form was without a doubt the smartest being on the planet but if this thing was from another galaxy then it could be from a more advanced culture or mastermind.

[Tree branch snap and clutter of pebbles]

Will didn't need to turn around because he knew he was being followed for the past minute or so. The Proto-box picked up stragglers but he was kind of hoping that it would be random hikers. He hoped wrong.

"Guys, seriously. I told you not to follow me." Will turned around and shined his light in the trees but didn't see anyone. "Guys, I know it's you."

Will took out his phone and called Ed. Like clockwork he heard Ed's ringtone which was Stewie Griffin from Family Guy. "Lois! Lois! Lois! Lois! Lois! Mom! Mom! Mommy! Mommy! Mommy! Momma! Momma! Momma! Ma! Ma! Ma! Mum! Mum! Mum! Mum! Mommy! Mommy! Momma! Momma!"

"You dumbass!" He heard Vic whispered followed by a smack.

"Ow!" Ed walked out from behind the tree and rubbed the back of his head in pain. That's when he noticed he had come out from behind the tree and was in plain sight of Will. Getting shined on by the flashlight made that evident. "Uh…I went for a walk and got lost?"

"You are aware I have a scanner with me and I've picked up you and the others following me?" He pointed out, holding up the Proto-box and the others came out from behind other trees. "Guys, seriously. I told you not to follow me. Why couldn't you just stay at the cabin?"

"It's Ed's fault." Vic laid the blame.

"Whoa, whoa. It is not my fault. You were also gung-ho to follow Will into the forests as much as I was." Ed pointed out.

"Will, we just want to make sure you're ok." Courtney told him.

"And I appreciate that, I do but I've been dealing with far deadlier situations the past year and I've been fine." Will assured her.

"But what's the harm in a few extra hands? Besides, I want to see an alien meteor." Ed said in excitement but then noticed Will wasn't amused. "Dude, lighten up."

"Ed, I'm serious. This isn't the mall situation where we're dealing with a crackpot with a mutation ray. I still don't know what I'm dealing with, and it could serious. I can't do my job and look after you all at the same time. You guys could really get hurt and that would be on my head. Now, for the love of all that is good and holy, go back!" Will pleaded.

"Will's right. We shouldn't have come." Beth said and Karen agreed. Ed and Vic saw how serious Will was. Not a single ounce of amusement or hint that he was joking. They had never seen him this serious which meant a lot.

"She's right. Sorry, man. Seriously. We'll head back now." Vic told him and Ed nodded.

"Ok. I'll be back in an hour and if not, I'll call and give you guys an update." Will said. Courtney walked over and hugged him.

"Be careful." She whispered.

"I will." He promised, kissing her on the head.

The others smiled at how cute Will and Ed were being when they heard a slight buzzing. "Ed, put you phone on silent." Beth told him but Ed checked his phone, and it wasn't him.

"That's not me."

The others checked their phone, and they were not buzzing which is when the Proto-box beeped. Will checked it and the sensor picked up an odd scanning signal literally right next to them which is when they all saw an orange and red colored drone with six mechanical limbs extended out. It was hovering through the area when it stopped and turned it head to look at Will and the others. It proceeded to scan the six humans one by one and found nothing out of the ordinary and would have continued on its search when it scanned Will. It highlighted two points on Will's body. His armor buckle and then the Omnitrix on his wrist. Once it scanned the Omnitrix on his wrist and the energy signal from it matched the one it had been tracking it pointed one of its mechanical limbs at him and the tip began glowing red.

"Move!" Will grabbed Courtney and rolled to the side to avoid getting blasted by a red laser from the drone. The others dove behind trees or hit the ground as the red laser burned a hole through the ground where Will was. It was powerful, considering the blast burned through dirt and the large rock buried in the ground but precise as it was small enough only to have hit one target.

Will covered Courtney cushioning her fall and taking the impact as they rolled on the ground. He then cradled her gently onto the floor before rolling to the side and activated his armor and summoned his shield. The drone adjusted its laser and fired a blast at Will who blocked it with his shield. His shield protected him from the blast but the power behind it knocked him off the ground with a tree being the thing that stopped his momentum.

"Ugh, that had some kick." Will remarked as he quickly rolled to the side to avoid a laser beam and then jump high into the air to avoid another one. He tucked into a backflip mid-jump and landed on a tree branch about 50ft in the air. "Get back to the Cabin!"

Courtney and the others nodded and ran away as the drone fired another laser beam, but Will jumped to another tree branch in the opposite direction. The drone fired a laser beam at Will during his jump and he blocked it with his shield. Like before, the impact of the powerful laser knocked him back, but he used the momentum and did a 720 spin through the air before activating his flight wings and flying away. The drone immediately followed him and fired laser blast after laser blast. Will flew through the forest using his flight wings but had shortened their wingspan given the abundance of trees he was flying through, but they also helps as cover. He showed off excellent flying skills as he swerved through the dense forest of trees in the forest, but the drone was still right behind him and not backing down.

The thing may look like a Roomba crossed with R2-D2's overweight cousin but it was fast, nimble and clearly not to be messed with. Will was using his best flying tricks to try and lose it or at least get it to crash into a tree so he can maneuver to attack it but no such luck. It was surprisingly fast for its size and odd shape as whatever thrusters or hover technology it was using was clearly cutting edge as it made sharp turns and quick adjustments on the fly. The drone had been trying to hit Will with its laser, but the target kept avoiding and using the surrounding foliage for cover. Quickly usings its scanner it devised a possible way to slow down its target so it adjusted its laser and fired a concentrated laser beam at a tree further ahead. It sliced through the three and caused the top part to fall to the side right into the path of the target.

Will saw the tree suddenly fall right into his path and he was too close to do avoid it, hitting it face first. He stumbled through the air and the drone hit him in the back with a laser blast with the impact sending him crashing into a tree. He bounced off and the ground cushioned his painful fall with a loud thud and dirt kicked up. His armor survived the impact of the laser like his shield did, but the impact still knocked him around. Will didn't have the time to groan and lay there in pain as he quickly rolled to the side and fired several explosive disks from his forearm launcher that hit the drone and made a huge cloud of smoke. His HUD alerted him of imminent danger, so he quickly rolled to the side and then moved into a side flip, dodging two laser beams.

The drone emerged from the smoke without so much as a scratch, indicating that whatever the drone was made of clearly was strong material. Seeing this, Will rolled behind a tree for cover which the drone quickly blasted. A flash of green light lit up the back of the tree, but nothing rolled out or appeared on the ground. The drone began to scan for its target when something suddenly heavy landed on it causing it to stagger and scramble in the air. Said thing that landed on the drone was Wildmutt as he used his claws to hook onto the machine and his powerful jaw to chomp the laser and ripped it out of its socket. Wildmutt was his most agile alien so the second he transformed he climbed high into the tree and ambushed the drone from above.

The drone flailed around in the air as it tried to shake off its attacker, bashing into trees but Wildmutt held on. Once he ripped off its laser cannon, it proceeded to bash and tear into other parts of the drone. While it managed to survive three explosive darts each of which had explosive yields of a stick of dynamite it wasn't fairing as well against Wildmutt's ferocious strength. Wildmutt ripped off two more of its mechanical arms and tore off part of the armor on its head and side. The drone's flying got more erratic and reached up its remaining limbs to try and remove its attacker, so Wildmutt touched the Omnitrix and in a flash of green light he transformed into Upgrade and proceeded to merge with the drone to shut it down from within.

The drone began to spark with electricity as it tried to shrug off its possession but couldn't as Upgrade completely merged with it. Like he's always been able to do, Upgrade's nanites merged with every nano-chip of the drone's hardware. Its red colored circuits soon turned green as Upgrade proceeded to take control when something odd happened.

Upgrade suddenly found himself in a strange void similar to what he figured someone's subconscious would look like. If this was his first time appearing in a void, then he would freak out, but he was kind of use to it when he was Upgrade. Whenever he interfaced with technology and possessed it he would arrive in a similar void which is where he would control things. Sort of a mission control center for him and they were usually modeled after Upgrade's design, black and green but this one was orange, red, and green and looked more like he was shrunken down into a disease bacteria petri dish.

"THE OMNITRIX!"

Upgrade turned around and was met with a giant-sized projection of a greenish-yellowish skinned alien in black and red armor and looked like he had an octopus for a head except for the red eyes that were bearing down at him with hatred, anger, frustration, and all the vulgar words.

"Long have I searched for it and now it is within my grasp. The mystery alien said.

"What in the name of Cthulhu are you?" Upgrade asked.

"I am beyond your understanding you insignificant lifeform. I am Vilgax, warlord of Vilgaxia, Conqueror of ten worlds, destroyer of 5. Entire solar systems tremble in my presence. You possess something that does not belong to you. A piece of valuable technology missing from my possession. A piece of technology this drone was programmed to find."

"Sorry but the Omnitrix is staying with me. If you want it, you're gonna have to take it from my cold dead body." Upgrade declared.

"Your false bravado will be as bitter on your tongue as the taste of your entrails. Listen to every word I utter. Be afraid. You cannot run. You cannot hide from me. I will find you and when I do. I will retrieve my Omnitrix and destroy you!" Vilgax warned and the connection to the drone cut out.

The possessed and controlled drone short-circuited completely and dropped to the ground. Upgrade detached himself from the drone and saw he had completely shut it down but instead of celebrating he was more concerned with what just happened and the alien he spoke to. This distraction kept him from noticing another drone approaching from behind. It locked its laser cannon on Upgrade and was about to fire when it was suddenly blown up with a powerful plasma blast.

Upgrade turned around and saw the explosive wreck of the drone drop to the ground. The rapid fluttering of helicopter wings could be heard, and the shine of spotlights shined down in the forest curtesy of DEO VTOL jets hovering above the trees. Ropes came down and DEO agents rappelled to the ground and secured the area. Upgrade touched the Omnitrix and transformed back into Will and looked up to see Director Henshaw standing by the door in one of the VTOLs that had his dad as the pilot. "Will, are you ok?" His dad asked.

"I'm all right. Nice job on the arrival time." Will complimented when his HUD beeped.

"Sir, I've intercepted emergency calls and reports about a giant robot attack occurring approximately 5 Kilometers west of here near the resort." Jarvis informed him.

"Director Henshaw did you—"

"We got the alert too. Johnson, stay here with two teams and secure those two drones. Everyone else we are moving out!" Henshaw ordered. Will grabbed onto one of the rappel ropes and held on as the VTOL flew towards the distress call.

Explosions and screams of panic could be heard at the Lake Henshaw resort as the fire department and hotel employees ushered people to safety while the police did their best to contain the situation, but they were hilariously in over their heads. The brave hotel employees and firefighters were doing their best to evacuate all civilians in the area while the police handled the aggressor which happened to be a giant three-legged murderous robot. It marched across the highway by the lake causing several cars to stop and their occupants to flee before the robot blasted them to pieces with its two laser cannons attached to its two arms. The police and local sheriffs set up a perimeter with their vehicles and opened fire, but their bullets broke or ricocheted off against the robot's metal hull. They were armed with mainly pistols, shotguns, and a few rifles but nothing substantial enough to deal with the giant robot unless one of them had an M1 Abrams tank shrunken in the trunk of one of the cruisers.

The giant robot kept moving as the police and sheriffs had to move to avoid getting stepped on, crushed or blasted. One of them grabbed an injured woman and helped her to safety but the robot had them both in its sights. It raised its arm to blast them when a flash of green light shined above it and Cannonbolt came crashing down. Instead of smashing the robot, it actually caught the large Arburian Pelarota with its large claws and supported it heavy weight before firing its laser cannons at point blank range.

Cannonbolt was sent flying through the air and ended up crashing down onto a camper van in the parking lot. "Ugh, that hurt." Cannonbolt unfurled and tried to get up but was stuck on his back. "Oh, come on!"

The robot focused its gaze on Cannonbolt and scanned it from head to toe before isolating the energy signature from the Omnitrix, making it the primary target. It raised one of its arms and fired another laser blast at its target, blowing up the camper van in the process. The DEO VTOLs landed near the resort and the agents rushed out and proceeded to set up a defensive line while getting the civilians out of the immediate area. Director Henshaw rushed forward and helped up one of the police officers. "Director Henshaw, DEO. We will take it from here."

"What is going on?" The police officer asked.

"You would not believe me if I told you. Now, go. Focus on getting the civilians out of here." Director Henshaw ordered, and the officer nodded, quickly organizing his fellow officers and the sheriff deputies on getting the civilians to safety.

The robot marched over to the destroyed camper van when it saw a flash of green light in the rubble. The ground rumbled and shook as giant diamond pillars erupted from the ground towards the robot which jumped high into the air. Its three legs spun around it at fast speed like helicopter blades so it could adjust its position and then it dropped down onto the camper van wreckage, seemingly crushing its target only for several giant green crystal to erupt from the ground and knocked it back. Diamondhead stood up out of the wreckage, completely fine and without any signs of damage. He raised his arms and fired dozens of crystal shards at the robot as it lifted its arms to protect its head. The shards were sharp and strong enough to dig into the metal unlike bullets or explosives could. One of the crystal shards sliced through a wire on the robot's neck while another hit one of its laser cannons causing it and its hand to explode. Seeing the danger, the robot quickly fired its remaining laser cannon, but Diamondhead was quick to dodge and rolled to the side. He saw the robot about to fire his laser again, so he morphed his hands into large half-circle plates.

The robot fired its laser and Diamondhead pressed his two hands together to form a large circular shield in front of it which managed to block the laser. The impact was still powerful as it pushed Diamondhead back, but he managed to stay upright with his feet digging through the cement pavement of the parking lot. He then summoned crystal protrusions from his feet that secured him to the ground. The robot kept up the laser beam and advanced towards him which was its last mistake as Diamondhead began to curve the shield.

"What comes around goes around!" Diamondhead curves the edges of the shield until it completely refracted the laser beam back at the drone and cut it in half. A large explosion and bright flash of light caused everyone to cover their eyes but when they opened them, they saw the smoking wreckage of the killer robot. Diamondhead walked over to the wreckage and saw the drone was broken up into pieces, but its head and part of its torso was still in one piece. Well, mostly in one-piece minus the general destroyed appearance. Its head was still intact and judging by the glow in its eyes, or what looked to be its eyes it was still on so Diamondhead walked over and crushed its head with his foot. The glow soon faded as the head was destroyed but not before it had finished transmitting the last of its data back to wherever it originally came from.

One hour later…

DEO Desert Base

Will returned with Director Henshaw and the DEO team to the base after helping them with the drone wreckage. He called Courtney and told her and the others that he was fine, and things were settled. The alien robots were defeated and there were no other ones so there wasn't an invasion. He found that out by hacking into the giant robot and downloading the data onboard. It was just the giant robot which they learned was the vessel the DEO had been tracking in deep space and the two mini-drones it sent out after Will.

The DEO technicians were going over all the drones and data to learn everything they could. The drones were powerful and easily the most advance things on the planet so the more they knew the better prepared they'd be. With the scans they got they had a better understanding of the alien technology and already were working on ways to better detect and face off against more of these things. A group of technicians and engineers had gathered around the pile of the main robot and looking through the data while Grey Matter moved through the wreckage, letting his little Galvan brain go to work on the inner workings and science of the machine.

"Interesting. The drones run on a kind of battery cell similar to what we have here on earth only these kinds are powered by a kind of dark matter electricity. Very powerful but unstable if breached hence the large explosion when it was cut in half. That would explain how this thing could enter warp speed to travel faster than light and produce powerful light beams. And the circuitry is impressive. It was definitely sending a signal to somewhere." Grey Matter said to himself as he perused the robots remains.

"Like a home base?" Director Henshaw asked.

"Most likely. I have managed to connect the technicians to the robot's onboard database and while there's still a lot of data to go through, I was able to see that this robot was only one of many sent out all over the universe." Grey Matter answered when the Omnitrix on his back flashed red so he jumped out of the wreckage just in time to transform back to Will. "We were right. It was looking for the Omnitrix. The drone happened to be close enough that its scanner picked up the signal from the watch in a nearby solar system. From what I can tell, this drone was sent the furthest from its home source, but I've only narrowed down that location to somewhere on the other side of the galaxy."

"Well, after what Tetrax told us about the Omnitrix we figured it was only a matter of time before someone came looking for the watch and traced it to earth. If what we faced today, clearly whoever sent these drones has some impressive technology and more of them but so do we. With a little more time we'll be better prepared and ready against whoever sent them." Director Henshaw stated.

"I know who did." Will said and Henshaw was intrigued. "When I faced off against the mini-drones I went Upgrade and merged with one. During the connection I merged with the drones onboard computer and…I saw him."

"Him who?"

"Vilgax. Some alien warlord who has been looking for the Omnitrix for a long time. Looked like he had an octopus on his face. He said he was coming for the watch and that I should be afraid." Will said and Director Henshaw could see he was a bit worried.

"Don't worry, Will. If this Vilgax comes to earth for the watch, we'll be ready." Director Henshaw assured him, and Will nodded. There was still a healthy amount of fear there for Will but after everything he had faced so far, he was ready for whatever Vilgax could throw at him.

Other part of the universe…

Floating through a part of the universe, millions of light years from earth and the milky way galaxy was a giant alien spaceship in a similar design to the drones that attacked Will on earth. The front of the ship had an open space in the middle for a giant energy core which had red electricity traveling between the two separated parts of the ship. The middle of the ship was built around the energy core and in the back were the engines. Inside the ship in the command center were dozens of armor-clad minions while their leader sat on a throne-like command chair. He was watching a hologram which was playing the recordings of the drones that found and attacked the Omnitrix user on earth. Sitting in said chair was an armored, green-skinned alien wearing red armor with red eyes and a face like an Octopus. This was Vilgax.

Vilgax watched with intrigue as the feed from the drones gave him information on the individual who stole his Omnitrix. And it was an insignificant and weak human. "A human. The more powerful weapon in the universe in the hands of an insignificant human. Inconceivable." Vilgax spat in disgust. "Do we have a location of the drone's last location?"

"Yes, Lord Vilgax. A planet called Earth." One of his workers replied.

"Set course for Earth. It is time to take what is rightfully mine." Vilgax declared and his minions nodded. The engines on the ships powered up and he was on his way to Earth. His travel would take a while but once there, he would get what he desired.

Unbeknownst to Will and Vilgax, this was only their first encounter in what would turn out to be a long-standing conflict between the two. The hero has found his arch nemesis.

Line Break xxxxx

Late August 2008: National City, USA

Will was lazily lying down on a picnic blanket, his arms crossed underneath his head to provide a makeshift pillow and breathed out a relaxing sigh. The sun was high in the sky on but had some clouds to provide some quality shade and reprieve while a cool breeze from the ocean helped ease the heat of late summer. Courtney was curled up next to him on the blanket as the two were enjoying their lovely summer date in the park before school started up tomorrow. Will inhaled and exhaled through his nose, feeling more relaxed than he had before. After what happened with the drones and Vilgax's threat of coming to earth for the Omnitrix he was a little stressed as was Director Henshaw but now they knew more then they did before. They had improved their sensor technology and deep space satellites so if more of the drones or Vilgax came they would know it. And with the drones they were already reverse engineering some of the tech for defensive purposes. And Will was ready for a fight if Vilgax showed up.

"You ok?" He looked down and saw Courtney look up at him, worried.

"I'm fine. Just relaxing with my girlfriend before school starts. What's not to love." He said and she smiled before leaning up to kiss him. "I don't suppose skipping our first day of school and hanging out together is a possibility, do you?"

"If we did that my mom would kill me and then bring me back to life, kill you in front of me and then kill me again." Courtney told him.

"Yeah, I figured." He muttered as they just laid back when he heard a beep coming from his backpack off the to the side. "Not gonna get that. I'm relaxing on my day off."

"You know it's not gonna stop." Courtney pointed out. "Just answer it. It could be important."

Courtney gave him a reassuring nod, so he kissed her on the forehead before getting up and grabbed his backpack. The beeping was coming from the Proto-box as his dad was trying to reach him. "Dad, what's up?"

"There's a bit of a situation I thought you'd like to know about. We've managed to track down a group of the Forever Knights in Las Vegas. They've gotten their hands on some alien technology. I figured you'd want to get a chance to take them on again. They are sort of your evil nemesisis." Max said, stumbling with the plural of nemesis.

"It's nemeses for the plural." Will corrected him. The reason he knew that is because considering everything he has done the past year he likely have a few nemeses. Chief among them being Enoch and the Forever Knights who have strangely gone quiet since the whole Kasnian arms deal. "Sounds good. When?"

"Later tonight." Max said.

"I'll be there." Will hung up and laid back down to enjoy the remainder of his day with Courtney.

Later that night…

The Forever Knights met up with a broker working for the same Kasnian arms dealer who would have provided them with a cargo plane filled with alien tech only Sentry attacked them. So, the dealer sent over the broker to work out a new deal and with his vast connections managed to smuggle in some new weapons for them to use. There were about twenty Forever Knights wearing their stupid knight armor moving crates of weapons into the trucks they would use for transport from one of their many dummy corporations, stupidly named Knightly Movers. They were idiots.

The knights were just about finished moving all their newly acquired weapons into the trunk when they all felt a powerful gust of wind brush past them. They looked around in confusion when they heard a thud and saw a crate of supplies on the ground. Confused, one of the Knights walked over to pick it up when he heard another thud and turned around to see another crate on the ground, but he knew that someone was carrying it a second ago. He heard thud after thud and soon saw everyone else in the warehouse vanish one by one by something moving so fast that it was a blur. Realizing that they were under attack the Knight pulled out his plasma sword only for it to suddenly vanish from his hand and quickly replaced with a heavy crate. Then three more crates were added so the knight was struggling to carry a comically high pile of crates in his arms. He was crouched to his knees and shaking like a leaf as he struggled to hold all the weight by himself.

Another gust of wind and XLR8 peaked his head out to the side of the large pile of crates. "I'm impressed. You must go to the gym a lot." XLR8 commented before he pushed one of his claws forward. "This is gonna hurt."

His claws ended up pushing against the pile of crates and that action was enough to shift the knight's center of gravity. "Oh…crap…" He muttered as he fell to the ground with the crates piling onto him.

"Yup. That looked like it hurt." XLR8 then sped around the warehouse in a blur and tied up all the Forever Knights before doing the same to the security team working for the broker but then strung the broker upside down like a pinata. "Now, are you willing to be more cooperative now or would a few hundred spins be needed? That can all be avoided if you tell me who you work for and where you get your alien tech. Might as well save yourself the stomachache."

The broker was dangling in the air and slowly turning to face XLR8. "You want to save me?" With a sharp turn the broker faced XLR8, but his face changed to show the weird diagonal hole and purple colored eye of Ghostfreak. "THEN LET ME OUT!"

"AHH!" XLR8 jumped back in pure fright and horror as the warehouse faded away like smoke and he was in some kind of nightmarish void of dark orange and black. "No, this isn't real!"

"Oh, but it is. You cannot get away from me!" Ghostfreak said as XLR8 tried to run away but Ghostfreak suddenly appeared from the ground and wrapped his hand around him. He had grown giant size and was pissed. "Always the hero. What a waste of potential. You want to be helpful? GET ME OUT!"

"WILL!"

DEO Desert Base

[SHARP GASP] Will shot straight up to his feet and staggered around, feeling nothing but pure adrenaline as he looked around in fright.

"Will!"

He turned his head and saw his dad standing there next to him. Will's breathing was haggard, and he had some sweat dripping down his face as he looked around and finally remembered what happened. It was Sunday and he and his friends had returned from their trip to the lake earlier today to get ready for their first day of their senior year tomorrow. Will hung out with Courtney for a bit before he went to the DEO. He was in one of the spare rooms in the DEO sitting at a desk with papers, a notebook, and a Proto-box next to him along with a small puddle of drool for the unintended nap he took. The notebook and papers were filled advanced science equations, schematics, and plans for upgrades to their satellite network, sensor system and several prototype designs for a planetary defense system. Everything from a planetary shield satellite system to a Dyson sphere. While the hypothetical superstructure was beyond human capabilities in creation, he was sure Grey Matter could make it work.

The reason he had Grey Matter working on that was tied to the reason he had the Proto-box out as he contacted Hawkgirl and Green Lantern. Considering both were the more intergalactic inclined of his growing menagerie of super friends he wanted to know if they knew anything about Vilgax. The DEO didn't know anything which wasn't a surprise given that even with all the advancements that Will had been able to do with Grey Matter and Upgrade, their knowledge on the whole universe and other species and planets was still very limited. He got them more information they were able to get from Fort Rozz and Kryptonians but if the entire universe was a library, then what the DEO knew at the moment would be maybe 15% and that was being generous.

The DEO didn't know about Vilgax, and Will only knew what the mad alien told him. Alien warlord and such so he asked Green Lantern and Hawkgirl. He was hoping that they would be able to fill in some details but that wasn't his luck. While they both had heard about him, they didn't know much more then Will already did. Lantern knew of a warlord named Vilgax from some of the senior lanterns at the Green Lantern Corps…whatever that was but that was it. Just a name. Hawkgirl knew a little more and it filled in the blanks on what Lantern didn't. Vilgax was a powerful warlord and conqueror, a Chimera Sui Generis from the planet Vilgaxia. His name wasn't known in this part of the galaxy but everywhere else knew about him, if only the rumors and that alone was enough. He was ruthless, cruel, and power-hungry having conquered his own planet before moving onto others. Hawkgirl had met a few people who had run-ins with Vilgax and suffice to say even she had some trepidation. His reputation was so bad that no sentient life-forms would willingly work for or with him which is why he employed an army of robots to serve him. The drones that attacked Will were such an example. Suffice to say that Will and the DEO now took his threat to come for the Omnitrix more seriously, but the question was still why he wanted the watch.

"Will." Max called his name again as he walked over and saw he was really freaked out. "Are you ok?"

"Yeah, I just…" Will wiped his face and took a deep breath to calm down before he took a seat again. "I just fell asleep and had a…a really bad dream."

"Evil, scary clowns bad or peacock and flamingos trying to kill you bad?" Max wondered and Will chuckled a bit. He, like probably a lot of regular people had a fear of homicidal clowns, although that fear was a lot less ever since he helped fight against the Joker. The latter was partially his dab ribbing him but also a genuine question. Will had a genuine fear of large flightless birds like peacocks and flamingos because of a traumatic childhood experience when he was a kid which he will never speak of again. Suffice to say that he was terrified of the animals.

"No, not like that. More Ghostfreak related." He answered and unintentionally shivered. "Suffice to say I'm not going Ghostfreak for a long time."

"I don't think anyone would blame you for that. He has always been the creepiest alien you have in your watch." Max said and saw that Will was really shook up. "You sure you're ok?"

"Yeah. Not the first time I've had a nightmare. It's just…" Will took another deep breath to calm himself down and he soon enough he was back to normal. "…it's been a while. Did you need something?"

"I just came to tell you that you should head home. School starts tomorrow so should get ready and well, I was gonna say get some rest but maybe not anymore." Max told him.

"Yeah, thanks." Will took another deep breath before grabbing his stuff. He organized everything and put the Proto-box in his backpack before handing all the papers and notebooks Grey Matter had written to his dad. "Can you give these to Director Henshaw? I had Grey Matter come up with some stuff I think he'll like."

"Sure. You want me to give you a ride home?" Max wondered and Will shook his head no.

"No, I'll be fine." Will grabbed his bag and cracked his neck. "Besides, the drive will probably help calm me down."

"All right. I'll be working late so don't wait up." Max told him and Will nodded before he left. Max looked at the notebook and pages of advance scientific equations he had no hope of possibly understanding given that Grey Matter was a super genius but that was the least of his worries. He was more concerned with Will at the moment. He had never seen him that freaked out before so that dream must have really gotten to him. It could been seen as just a nightmare and hopefully this is the only occurrence but if this becomes part of pattern then that would change things. A part of Max was beyond impressed and proud of all the good work his son has done. He's saved the world a few times and has made things easier at the DEO which in turn also helps the planet but with everything he's been through he was more concerned with the psychological effects it could have. Will wasn't even 18 yet and he's already seen and done things that most people in the armed forces never see or do on top of heading to Gotham to deal with the crazies in that city. Everyone at the DEO was former military and those that weren't were either scientists or former NASA employees and they were usually relegated to support roles but all of them easily had a decade of life experience on Will but he had seen and done things they never have. And with this threat of the Vilgax guy he was worried that all of this may be affecting Will mentally. Suffice to say that he would be keeping a close eye on him.

With Will…

"Revvin' up your engine listen to her howlin' roar. Metal under tension beggin' you to touch and go. Highway to the Danger Zone! Ride into the Danger Zone!" Will sang along as he sped down the highway back to National City.

Kenny Loggins Danger Zone came on the radio, and he couldn't help but sing along and rock his head along to the absolute best song from the best movie of all time, Top Gun. Letting his supercharger 1969 Chevrolet Camaro SS loose on the highway, the roar of the supercharged engine cracked like thunder as the wind rustled along his open windows blowing his hair back and cooling him off. This is exactly what he needed after that nightmare of a wakeup call.

"WOOO!" He shouted in glee before shifting into a higher gear and speeding down the highway like he was in a Fast and the Furious movie.

90 minutes later…

With Will speeding down the highway at faster then allowed speeds he managed to arrive in National City faster than he normally would, and he made it just as it was getting dark. He made a detour on his way back home and picked up some Big Belly Burger. He walked out with a Big Belly Burster combo complete with fries and a large soda. He had a smile on his face and walked over to his car when he saw a heard some raucous cheering and general rowdiness. It was coming from across the street and the people cheering were a bunch of guys wearing black leather jackets or similar dark colored clothing and watching something on a phone. There were about ten guys and the other noticeable things about the guys was that they all had face paint/chalk on their faces as sort of masks and such to make them look more menacing. He had no idea who they were but clearly, they were excited about whatever they were watching. He felt they were bad news and that may just him being paranoid, but his paranoia may have been warranted as he saw the guys watch a businessman walk by on the sidewalk. They all looked at him and began to follow like they were stalking him.

"I swear if those morons are just gonna prank him, they're gonna get their asses kicked." Will groaned in annoyance as he put his food in his car and proceeded to follow them.

The businessman was walking down the sidewalk to the train to get home after finishing a day at the office, meeting with clients and negotiating deals between his firm and representatives from Wayne Enterprises who were in National City. He was texting with his wife, informing her he was on his way home and she told him that their son and dinner were waiting for him. He smiled and put his phone away when he heard some more footsteps from behind him. A quick turn of the head and he saw he was being followed so he walked a bit faster which the gang noticed so they sped up as well.

"What's the matter, man?"

"Where're you going?"

"You don't want to hang out with us?"

The businessman took off running across the street, so the gang ran after him and unfortunately, they were faster. Running in business shoes and suit slowed him down allowing the gang members to grab him before he could arrive at the train station. They tossed him into an alley and several gang members held him up against a wall while the leader walked over with his arm wrapped around their newest initiate. He had only half his face covered in paint indicating he wasn't an official member yet and this moment was his initiation.

"All right, you're up kid." The leader told him as the kid walked over to the businessman. The other gang members held him in place while another one was recording everything on his phone. "Now, knock his ass out."

"Showtime, man."

"Let's go."

"You've got this."

The businessman was terrified and closed his eyes in fright, praying that his wife and son would be ok. The gang initiate hesitated, visibly disturbed by this while the others were urging him on and ready to get things started.

[Clang]

The initiate stopped as he looked around, thinking that maybe the cops were nearby.

[Clang]

The other gang members and businessman heard the sound coming from further down in the alley but couldn't see anything in the pitch-black darkness. With it being dark now they weren't able to see who or what was making the noise. Some suspected it may be an animal like rats or maybe a raccoon trudging around in the garbage for something to eat.

[Clang]

[Clang]

[Clang]

The leader stepped forward and unsheathed a machete he kept hidden in his jacket, ready for a fight as the rhythmic clanging wasn't an animal. The other gang members stood ready as the clanging continued and soon enough Sentry stepped out into view from the darkness. He adjusted the silver and green of his suit to be darker so he was better obscured by the shadows in the alleyway and looked more intimidating although the skull mask and hood already helped in that regard but the gang leader and his men just chuckled, thinking it was a wacko in a suit trying to be brave.

"You see this guy?" The leader asked in disbelief as Sentry kept walking forward. The gang member with the camera aimed it at his boss and the masked guy to film an epic beatdown waiting to happen only it wasn't going to be what he expected. "The hell are you supposed to be?!"

The Leader swung his machete, but Sentry caught his wrist and blocked his other punch, then landed a punch and backfist in quick succession. Sentry then locked the leader's arm and broke his wrist, landed another punch, backfist, and then three powerful jabs straight to the guy's face which knocked him to the ground. Sentry got on top of him and then pummeled him in the face with two more punches that broke his nose and knocked him out.

"I'm your worst nightmare." Sentry said with his voice changer making the words even creepier.

The rest of the gang realized that this wasn't just a nut in a mask but Sentry, the vigilante who made National City his home, so they spread out and surrounded him. Sentry decided to be the first one to make a move, jumping forward and split kicking two guys in the face before spinning into a leg sweep that knocked them both to the ground. He sidestepped and ducked a crowbar before disarming the gang member with some joint locks and using said crowbar to take out the guys knee and then slam his head into the ground. Another gang member knifed him in the back, but it broke against his armor allowing Sentry to break his wrist, headbutt him in the face and then throw him into the wall. He blocked several wild punches before taking another gang member to the ground with an over the shoulder throw and then slamming his elbow into his face. He double-leg tackled another gang member and threw him into his friends before activating his shield and throwing it behind him, hitting another gang member in the face as he tried to use a revolver. The shield broke his nose and bounced back into Sentry's hand as he did a flying knee to the guy's chest which knocked him into the wall. Sentry then kneed him in the groin and slammed his head into the wall to knock him out before charging at the remaining gang members.

The gang initiate hid away in fear, hiding behind his arms as all he heard were grunts and shouts of pain along with the breaking of bones before nothing. He peaked his head out to see every single member of the gang beaten to a pulp and splayed out in the alleyway, unconscious. Sentry retracted his shield into his armor and walked over to him. "Rethink your life choices." He warned him and the initiate nodded before running away in fear. Suffice to say he wouldn't be hanging out with those guys again. Sentry then looked over at the businessman, cowering behind the dumpster. "Go home."

"Thank you." The man nodded and quickly ran away while Sentry dealt with the thugs.

Later, a police car would arrive at the alley after getting an anonymous tip about people in danger which was then corroborated by a call from a man who was assault but then saved by Sentry. When the police arrived they didn't see the vigilante but they did see all the gang members beaten up and dangling in the alleyway via rope. It took a while for the police to get them down and watching all of this was Will, still in his Sentry armor perched up on a building a few blocks away. He was using his HUD's zoom function to watch from afar.

What started out as Will's paranoia led to saving an innocent man from getting beaten and possibly killed turned into how he spent the next few hours before heading home and going to bed for school. Despite his moniker as the National City vigilante, he hadn't really done any kind of vigilante activities that weren't associated with the DEO minus what happened with Dr. Animo and the fire before that. And also Hex but that could be considered DEO territory because of the magic and the patches of Venom also sort of fell into the DEO territory. Anyway, the logical part of him didn't think that being a vigilante was a smart idea. He was busy enough as it is, given he worked with the DEO the extra notoriety wouldn't help things, and he felt that it was more trouble then it was worth. All of those things were true, and each point was valid, but he was lying to himself if he didn't admit that helping the innocent bystander from getting attacked and putting those asshats in their place felt good. The question now was if he was going to fully embrace the vigilante/hero mantle National City has given him. And to think applying for college would be the biggest decision he would have to face.

"AHHHH!"

Will sharply turned his head to the left as that scream was only a few blocks away, so he activated his flight wings and flew in that direction. While he hadn't yet made a clear and concise declaration as to whether or not he was going to embrace being a hero, he would at least help those he could in the meantime.

Line Break xxxxx

[Beep-Beep-Beep-Beep]

Will groaned in annoyance as he pushed his head into his pillow and reached his hand up onto his nightstand to shut off his alarm clock. He fumbled a bit as it was still early, and he was tired, but he eventually got it. It was 6:30am and normally Will would be able to wake up without anymore trouble then normal but not in this case as he spent several hours last night being a pseudo-vigilante/hero. The scream came from a woman who was being held at knifepoint for her purse so Will took the guy out quickly and effectively. He flew over with his wings and used his grapple hook to snag the guy's leg as he fly by, yanking him away. It was rather comical.

He knocked out and tied up the purse snatcher for the cops like he did the gang members. Cut and dry, simple and he was going to go back to his car to go home only to deal with a few more situations in a city. After dealing with the purse snatcher, he stumbled onto a few more attempted robberies, and then an attempted carjacking, a robbery at a convenience store, and finished the night off with a good, old fashioned drug deal busting. He was just dealing with normal human idiots, and they didn't warrant any serious concern with anything they were carrying. Either knives or pistols and those were like toy guns for Will now. What last night turned into was an impromptu training session which was fine but only problem was that he woke up sore and despite managing to at least get six hours it felt like he had just closed his eyes minutes ago.

"Ugh…" Will managed to roll himself over so he was laying on his back before sitting up on his bed. He let out a loud yawn and scratched his hair before cracking his neck and back with the oddly therapeutic yet chilling sound of bones cracking filling his room. He just slumped there and wish he could go back to bed. One downside of being a hero would be the late nights and early mornings. How Batman is able to do it is beyond him at this point.

One bathroom trip including shower, teeth brushing and then breakfast later…

Will's Camaro pulled into the student parking lot at National City High and he found a parking space. He locked his car and walked into school with his backup strung up on his back and a thermos in his hand that had coffee which he was drinking as he entered the school hallways. The morning shower and cereal for breakfast helped get him back to normal but he still needed coffee to wake up. He passed classmates reuniting after a summer part and catching up while groups of freshmen wondered around trying to find their way.

Will arrived at his locker where he began putting in his books or notebooks he didn't need for his first few classes, but he made sure no one was looking and put the Proto-box in his backpack but left it on silent so he always had it.

"National City was unusually busy last night as various sources along with eye witness accounts have confirmed that Sentry, National City's own vigilante was responsible for halting various crimes including a drug bust, various thefts and assaults. Various eye witness testimonies from the victims that Sentry saved indicate someone of incredible strength, speed, and agility along with assortment of advance weapons which ponders the question as to whether the vigilante may be associated with various technology and weapon companies including Lord Tech. No comment yet has been given by Sentry or the Police."

Will closed his locker and saw Courtney leaning against the lockers reading the first paragraph of the front-page story. Headline read Sentry first appearance since mutant rampage and had a photo of him taken from when he stopped Dr. Animo.

"A busy night." He stated.

"So, you are embracing being National City's Vigilante? Will, don't you think that's a bit dangerous?" Courtney asked him and he shrugged.

"Compared to my normal life of working for a secret government organization and dealing with aliens?" He countered and she agreed. "And I'm not a hundred percent certain if I'm gonna take up that vigilante mantle full-time. My life's complicated enough as it is."

"Then what was last night?" Courtney wondered.

"Stress relieving." He admitted. "I needed to decompress and saw someone about to be attacked so I acted. One thing led to another and before I know it I was out there for a good four hours."

"Anything you want to talk about?" Courtney asked and he smiled at her.

"Just a bad dream." He said and gave her a kiss on the head. "But no nightmare last night, I'm all good. Some more coffee and we're set."

Will and Courtney walked down the hall to meet up with the others. Yolanda was meeting with Principal Bowin to go over some last-minute details for the start of the year school assembly for the first-year students. They walked past her boyfriend Henry and two of his jock friends who he was showing something that got them all excited. That's when Cindy Burman walked over and swiped his phone, sending something from it to a burner phone she had.

After the students reported to homeroom, they went to their first period classes while the freshmen went to the auditorium for assembly. With it being the first day, there wasn't a lot for them to learn so the students just sat there while the teachers explained what they would be doing in the year. Most of the conversation was on the teachers informing the seniors to begin their college applications sooner rather then later and that if they had teachers they wanted to provide recommendations then they needed to do it right away to give the teachers time.

Midway through class beeps and chimes were heard as some phones went off. "I don't care what is going on but if those phones aren't on silent in five seconds, then they're mine." The teacher said when he and everyone noticed that it wasn't just the phone of a single student or even two but everyone. Everyone in the class was getting a message from a blocked number that seemed to reach through to the entire school. Will checked his message and thought it may be some kind of prank text but when he opened it he saw Yolanda topless and winking at the camera. It was a topless mirror selfie but clearly Yolanda didn't send it because 1) she wasn't that stupid and 2) it had the words Slut written across her in red font. Everyone had varying reactions but there were three that stood out. Shock, amusement, and general revelry but that last one was mainly for the idiot jocks who didn't think with their brains.

Will looked over at Courtney, Beth, and Ed who were in stunned disbelief. They knew Yolanda would never do this and that photo could only have come from someone she would let her guard down with so it had to be her boyfriend Henry. The moron leaked the photo or someone found it and let it loose to destroy Yolanda's life but Will had something to say about that. Well, more do then say. He grabbed the Proto-box and quickly got to work inputting a few commands before putting it away. Several seconds later, everyone's phones suddenly froze as the text and leaked picture deleted themselves without a trace. And it wasn't just in the classroom but everywhere in the school and then everywhere in National City shortly followed by the entire internet and all the way to its source aka Henry King Jr.'s cellphone. Normally, even the best hacker wouldn't be able to erase anything completely from a digital network or the internet, but Jarvis and the Proto-box weren't ordinary. Yolanda's leak photo was completely erased from everywhere including its source which meant Henry's and Yolanda's phone so there was no chance of it being used against Yolanda again. But that didn't mean it erased the damage it already had done, and Will couldn't use Manhunter for that kind of psychic erasing. A) he still wasn't 100% confident in his Martian telepathy skills and B) it would raise too much suspicion and possibly bring another White Martian down.

Yolanda was a wreck and the laughingstock of the school. Will and the others were there for her but there wasn't much they could do. She was heartbroken and betrayed by Henry and the jackass showed his true colors by quickly siding with masses. Yolanda was his ex-girlfriend now and was a slut. That comment earned him a kick to the stomach and punch to the face curtsey of Will and he would have used his DEO training on him if Vic and Ed hadn't pulled him away.

Suffice to say that the school year was not off to a good start.

Later that afternoon…

DEO Desert Base

Yolanda wanted to be left alone despite the pleas from the others, making them feel helpless. The best they could do was be there for her and she didn't want them around her at the moment, so they just had to wait. Will went to the DEO and did some training to blow off steam which meant hitting a heavy bag.

He had been doing that for an hour, so he built up a nice sweat. Needing a break he walked over and grabbed his water bottle which is when he saw the liquid turn grey and a purple eye appear in the center.

"LET ME OUT!"

"AH!"

He tossed the bottle at the wall causing it to explode just as Director Henshaw walked in. "I come at a bad time?" He asked.

"No, sir. I'm just…I'm having a bad day." Will sat down on the bench and took a few deep breaths to calm down.

"It seems to be a little more than a bad day." Henshaw walked over and looked directly at him. "Something's troubling your mind."

"Well, some things in my personal life have been sort of stressful but I'm fine." He assured him.

"Not that. Your mind is in a state of hyperawareness." Henshaw's eyes began glowing red as he used his Martian telepathy to sense what was going on with Will.

"Are you sure you should be using your powers like this?" Will asked out of concern.

"Something low-power like this is fine. Just a simple Martian brain scan and I'm right. Something's supercharging your amygdala and intensifying your threat and fear response." Henshaw told him.

"Something as it what?" Will wondered.

"I'm not sure. I've never seen this before." Henshaw said when the door to the training room opened and in walked a DEO agent.

"Director Henshaw, we've got a location on the Aldar from Fort Rozz. Our satellites have tracked it arriving on the ship coming into National City Port in one hour." The technician told him.

"Assemble the strike teams and lockdown the port. If this thing is as dangerous as the files say then we can't let it escape into the city." Director Henshaw ordered.

"Where do you need me, sir?" Will asked and saw the look of apprehension on Henshaw's face. "Sir, whatever is going on with me I can handle it for the mission. If you're going up against a Fort Rozz escapee, then you could use the help."

"All right. Get ready." Henshaw told him and Will nodded.

Line Break xxxxx

National City Port, National City

The entire Eastern part of the National City port had been locked down by the DEO who used the police to put up 10 block perimeter and keep everyone away. The DEO moved in and secured the cargo ship just as it arrived at port. Director Henshaw and several teams of DEO agents moved onto the ship to find the alien while Will stayed nearby incase it managed to get off the ship. He was wearing his Sentry armor and had his scanners running constantly.

Director Henshaw and his team were using a radiation tracker to track down the Aldar while the rest of the teams secured the ship. Aldars from the planet Aldaria were similar to humans in appearance but were much bigger, stronger, and had an appetite for bone marrow of other species. The one from Fort Rozz was strong enough to kill Kryptonians back on Krypton and ate several before being arrested. But Aldars also emitted a unique form of radiation that was harmless but could be tracked. Henshaw and the team arrived at a cargo container on the ship that had the largest concentration of radiation but when they opened the container all they saw were dead bodies and were hit with an intense smell which came from a large pile of what looked like vomit. That was the source of the radiation they were tracking.

"It tricked us. All teams, be advised the Aldar is loose. Find it, now!" Henshaw ordered.

Will walked around the port with his HUD scanning the surrounding area when it picked up an unusual radiation signature. Before he could react, he was grabbed and hoisted up into the air to see the grey eyes and snarling face of the Aldar. "Tasty!" He grabbed Will's arm to rip it off his body but Will headbutted him in the face and kicked him away, backflipping through the air and landing on his feet.

"I've got eyes on the Aldar. Regroup at my location!" Will fired a barrage of explosive disks at the Aldar which caused it to stagger back. He kept firing until his forearm launcher ran dry and saw the Aldar still on its feet. Its skin was scorched, and some clothes burnt but was still strong and now angry.

"I was going to kill you quickly before I ate but now I'm going to eat you alive!" The Aldar charged and threw out a punch but Will rolled to the side at the last second and shield bashed him in the face before spin kicking him in the chest. Those attacks didn't phase him so the Aldar tried to grab him but Will backflipped away.

"All right, I think Four Arms will put you to sleep." Will activated the Omnitrix, turned the dial and slammed it down but after a flash of green light Ghostfreak appeared. "Ghostfreak? But I didn't pick you."

"Nice trick…" The Aldar picked up cargo container with its hands and slammed it onto Ghostfreak, burying him into the ground. "But I'm not scared of ghosts."

He proceeded to rip open the destroyed cargo container to eat his victim, but Ghostfreak rose up from the ground and turned tangible. The one noticeable thing about him was that the usual yellow eye of the alien was now purple.

"[Evil laughter] You should be."

Ghostfreak charged and used a piece of the cargo container to knock the Aldar back. Director Henshaw and the others arrived to see the Aldar try to grab Ghostfreak but passed right through him as he turned intangible. It looked around to try and find him when Ghostfreak materialized behind him and phased his hands through his head, giving his brain and nervous system a paralyzing shock. He then grabbed the Aldar by the head and phased into the ground, slamming it as he came down but then reached back up and repeatedly slammed his head into the gravel. Even when it looked like the Aldar was taken out, he phased out of the ground and threw him into a cargo container lifter before continuing to pummel him.

"Something's not right. Sentry, stand down! It's over! You won!" Henshaw said, sensing the same psychic disturbance he sensed before. His words meant nothing as Ghostfreak continued beating the Aldar's face in and turning it into a bloody mess. "WILL! STAND DOWN! NOW!"

Ghostfreak turned around and narrowed its one eye at Henshaw and the DEO agents. "Will's not here anymore. [Evil laughter]" That's when the Omnitrix on its chest began blinking red so Ghostfreak flew away in a panic. "NO! I'M NOT GOING BACK!"

Ghostfreak stopped in the freight lobby of a nearby warehouse and after a bright flash of red-light Will reappeared in his armor. He retracted his helmet/hood and took a deep breath. "Phew. I'm glad to be rid of that nutcase." He said to himself.

"Oh, I thought we were close." Will looked up and saw Ghostfreak hovering in the air. "So nice to finally meet you face to face!"

"No, this can't be happening. You can't be here. I was just you. You should be in the Omnitrix." Will shouted.

"I was never you. An Ectoneurite's consciousness exists even in a few strands of DNA. When the sample was taken for the Omnitrix, I was trapped inside. But now, I can reveal my true self." Ghostfreak growled as sharp black talons ripped through the skin on his hands, shredding his grey skin before several black and white striped tentacles ripped open its chest. It then used its claws to rip open the skin on its head to reveal its true face which was an upside-down skull with one purple eye.

"Oh, this pure nightmare fuel. What the hell do you want, Ghostfreak?" Will asked.

"I need the power of the Omnitrix to make me whole again. I can only do that by taking over your body. Now, let's see how you like being trapped inside someone else!" Ghostfreak reached out to grab him, but Will jumped back out of the freight entrance and back into the dockyards. It reached a claw out to grab him, but it instantly began burning in the sun's rays. Ghostfreak shrieked in pain before flying away into the warehouse. Will stood there in disbelief mixed with fright and a little pee dripping down his leg.

"Will!" Director Henshaw and some DEO agents rushed over to him, seeing him back to human but they noticed the look of pure terror he had on his face. "Will, what's wrong? You look like you've just seen a ghost."

"You're not far off and we've got a new problem." Will answered and after a few more deep breaths and a smack to the face he began explaining what just happened unaware that Ghostfreak had already possessed one of the DEO Agents on the other side of the warehouse and began concocting a plan.

"So, all this time Ghostfreak's been alive inside the Omnitrix? Just biding his time until he could escape?" Henshaw questioned and got a nod in response.

"I always felt weird whenever I transformed into Ghostfreak, and this would explain why. And now that he's loose, we need to find him and stop him before he causes anymore damage." Will stated.

"But how? Ghostfreak has always been one of your more powerful aliens. How do you stop a ghost when it can just phase through everything we have?" One of the agents asked and Will looked up at the sun.

"Except Ghostfreak's not at full power. He needs me for that which means we know what he wants, and I know what can stop him. When he tried to grab him, his skin burned when it came into contact with sunlight. We get him out into the sun, and we burn him until there's nothing left." Will suggested. "That gives us about two hours to find him before the sun sets."

"Luckily we don't have to just rely on the sun." Henshaw tapped his earcom to communicate with the base. "This is Director Henshaw. I need all UV-based weapons prepared for transport. We're sending the Aldar back so have them ready by the time the transport arrives."

"Roger that."

"Ok. That just leaves us to find Ghostfreak. Shouldn't be that hard." Will activated his mask and readied his forearm launcher. "We should probably all stick together."

"Good idea." Henshaw said as they proceeded to search the entire port for Ghostfreak.

Easier said than done.

Two hours later…

"Seriously?" Will said in disbelief as he, Director Henshaw and the DEO arrived back in the spot by the warehouse where they started their search. "We've search all over the port for two hours and not a single scan."

"Maybe Ghostfreak possessed a police officer and left?" An agent suggested.

"No, he'll have stuck around. If he needs the Will and the Omnitrix then he wouldn't leave." Henshaw said when he saw Will messing with the Omnitrix. "What are you doing?"

"Poking the bear." Will pressed it down and a flash of green light later he turned into Heatblast. He took off flying in the air and landed on the roof of the warehouse. "All right, Ghostfreak! Come on out! You want me, I'm right here!"

"You're even more foolish then I thought." He heard and turned to see a police officer float down and land on the roof before Ghostfreak unpossessed his body and appeared. "When I have your body, I won't make the same mistake as you!"

Ghostfreak flew forward and tried to possess him but instead turned into a slime-like substance that wouldn't absorb into its host. Heatblast struggled to rip himself free so he just flared a bit of fire and Ghostfreak flew off, burnt from the heat and fire. "Paws off, Ghostfreak."

"Ah, it seems that I cannot merge with your alien forms. No matter, time is on my side. You will be human again soon enough and when that time comes your body will be mine!" Ghostfreak shrieked only for Heatblast to send two streams of fire at the Ectoneurite. It wailed in pain from the heat and fire and then quickly dodged Heatblast's punch only to get blasted in the face with another fireball.

"There's still plenty of time between then and now, Ghostfreak!" Heatblast threw fireball after fireball with the Ectoneurite dodging all his attacks and keeping a distance. That's when he saw some gasoline tankers nearby on the port and got an idea.

"Which means more then enough time for me to keep you busy!" Ghostfreak flew towards the tankers and used his talons to slice them open before scratching the metal covering causing a spark which ignited a giant explosion. The explosion was powerful and caused fire to spread all over the port which then caught nearby cars and trucks on fire and they exploded and spread the fire. Ghostfreak then reappeared nearby. "Always the hero, William and now you must choose. Continue fighting me but if you do then that fire will spread and put innocent people in danger. And a hero wouldn't do that. Choose!"

Ghostfreak faded away leaving Heatblast no choice but to deal with the fire. He flew through the air over the epicenter of the explosion, absorbing all the flames before they could spread even further. Every trace of the fire was pulled up into the air and into Heatblast in a spectacle of fire and light. After enough exerting the port fire was put out and all that was left was the smoldering wreckage of its rampage. Heatblast landed on the ground and took a few deep breaths. "Whew, that was a lot of fire." He said when he saw the Omnitrix begin blinking red. "Uh oh."

In a flash of red light, he turned back into human. "My turn!" Ghostfreak reappeared and grabbed onto Will, sinking his claws onto his shoulders.

"AH!" He shouted as the pain he felt was definitely a new sensation. Being possessed by Ghostfreak was like someone forcing your skin to rip itself apart, followed by the muscles, and then the blood. The Omnitrix began to blink rapidly and emitted green electricity.

"With your body I will rule the universe!" Ghostfreak declared as Will fought his possession and reached for something in his belt.

"Not gonna happen you Halloween Reject!" He pulled a grenade from his belt and pushed the button on top before closing his eyes. The grenade glowed a bright yellow before it emitted a bright flash of blinding light.

"AHHH! It burns!" Ghostfreak cried out as his body burned from the bright light and energy. He was in so much pain that he pulled away from Will allowing him to roll to the side.

"Yellow sun grenade, curtesy of the DEO! But that's not all! NOW!" Will shouted and bright floodlights shined on Ghostfreak. They came from three DEO VTOL jets hovering in the air which were retrofitted with UV-sunlight projectors on the front. The projectors were capable of producing energy equivalent to the Earth's sun. All three VTOL's hovered around Ghostfreak keeping him completely bathed in the UV-sunlight with no chance of escape. The Ectoneurite screamed in pain as his body burned away until the heat and light became too much and his body burst into purple fire. The burnt husk of Ghostfreak's corpse withered away until it was ash.

"That's enough!" Henshaw radioed from the passenger seat in one of the VTOLs, so the pilots powered down the projectors. Will walked over and saw nothing but the scorch marks of where Ghostfreak's body burned.

"Glad that's over." Will looked up and gave the Director a thumbs up. Ghostfreak was gone and now Will wouldn't have worry about nightmares anymore.

That's not to say his regular life would get better. Not by a long shot. Things were only going to get more complicated from here on out for his senior year and that could be attributed to three simple letters.

J. S. A.

End of Chapter 9

Hope you guys enjoyed the chapter. Vilgax knows where to find the Omnitrix so he's on his way and Ghostfreak is gone for now, but is he? Those that know Ben-10 know the answer. Hoped you guys liked everything and are excited for more.

Next time, Will's senior year isn't off to the best of starts with everything going on and surprisingly his personal life and superhero life intertwine but it's not his fault. The DEO begin investigating odd occurrences across the country that are the acts of some dangerous supervillains eliminating people who are linked to a group known as the JSA. Turns out Courtney's stepdad Pat is involved with them, but this group has gotten some new recruits that Will has a history with. And to top it off, Courtney ends up involved too. This year is going to be weirder then normal. Until then.

Update for January: Spectacular Spider-man and A new Chapter for What If…Superman will be updated today. The surprise is a new chapter for What If Superman so soon after its release. Hope you guys like it.

Updates for February: Mandalorian Maverick, The Blue Wolf, and the Perfect One for February. Everyone stay safe and stay healthy!

William Benjamin Detmer

Moniker: Sentry

Appearance: Robbie Amell for Teenage Will.

Birthday, September 8th, 1990. Age 17 Highschool Senior

Personality: Kind, caring, quick-witted and smart. Able to adapt to situations very easily. Prone to quips to distract or enrage his enemies. A pragmatist and realist. Cares deeply about his friends and family. When triggered, can be aggressive and unhinged to a point. Ready to face reality and do the hard thing to protect the innocent. A superhero/supervillain fanboy.

Skills: Training in various human hand-to-hand martial arts including boxing, MMA, Krav Maga, Brazilian Jiu-Jitsu, Escrima, Muay Thai and Marine Corp CQC. Training in Amazonian martial arts and sword fighting. Understanding in alien culture, technology, and biology. Quick thinking.

Casual outfit: Sneakers or boots, blue or black jeans, blue T-shirt with his father's dark blue air force jacket with Ten insignia. Hour-glass belt buckle holding Proto-Tech Armor.

Jarvis: Natural Language User Interface system and program designed by Grey Matter to assist Will and the DEO in all matters. Inspired and designed after the Jarvis program from Marvel.

Proto-box: Grey Matter and Upgrade designed tablet/phone capable of analyzing and scanning all environment with sub-sonic frequencies. And decrypting or hacking any computer system on the planet with holographic display.

Proto-Tech Armor and helmet: Colored black, blue, silver, and green. Form fitting and comprised of a highly adaptive nanites made up of Promethium and Nth Metal. Nth metal properties amplify Promethium metal's durability to provide a near invulnerable metal while providing a semi-symbiotic bond to the wearer including increasing healing regeneration, providing magic negation, and survivability in harsh conditions. The armor is self-repairing and capable of protecting the user from major explosive and physical damage. Controlled via mental command and housed in belt buckle, the armor responds to his thoughts/commands and able to shift and adjust its structure to the wearer's need including offensive and defensive measures. Built-in safety features designed to protect wearer from any physical or mental harm including attempted removal. DNA lock provides security against theft. Synaptic muscle control enhances user's natural talents by a factor of ten. Resembles full body armor suit with skull mask, protective chrome lenses, and hood for concealment. Belt contains ammo boxes for suit's projectiles. (Disguised voice sounds like Prometheus from Arrow during first 9 episodes)

Notable armaments:Round Promethium/Nth metal shield, grapple cable, jet boots, flight wings with jet pack, retractable four-blade boomerang throwing star, forearm launcher able to fire bullets, darts, and disks of varying lethality, knife, sword, remote drone.

Omnitrix: Watch-like device that allows the wielder to alter their DNA at will and transform into different alien species. Able to scan and analyze new alien species, able to repair genetic damage and protect user from negative effects, with built-in defense systems. Built-in AI, GPS, map, communicator, and universal translator.

Unlocked aliens: Diamondhead, Four Arms, Ghostfreak, Grey Matter, Heatblast, Ripjaws, Stinkfly, Upgrade, Wildmutt, XLR8, Manhunter, Buzzshock, Cannonbolt, Ultraman, Ajak, Warhawk, Wildvine.

Will's Car: 1969 Chevrolet Camaro SS with supercharger. Dark Blue with black stipes and outfitted with a Khoros-5 indestructible engine block for increased horsepower and speed. Lightly coated Promethium metal frame for increased structural integrity. Bullet-proof glass and tires, titanium-alloy plating panels, enhanced insulation with new security and anti-theft system.

Disclaimer: I don't own Ben 10, Supergirl or any above-mentioned properties. All rights belong to their respective owners.

Face claims for extras:

Maxwell Tennyson Detmer: Stephen Lang

Maria Moira Detmer (Deceased): Susanna Thompson

Courtney Whitmore: Brec Bassinger

Yolanda Montez: Yvette Monreal

Beth Chapel: Anjelika Washington

Victor Stone: Khary Payton

Eduardo Dorado Jr.: Christian Lee Navarro

Karen Beecher: Keke Palmer

Pat Dugan: Luke Wilson

Batman/Bruce Wayne: Anson Mount

Robin/Tim Drake: Jay Lycurgo

Batgirl/Barbara Gordon: Leslie Grace

Commissioner Gordon: J.K. Simmons

Alfred: Michael Caine

Wonder Woman/Diana Prince: Bridget Regan

Hawkwoman/Shayera Hol: Stana Katic

Superman/Clark Kent: Tyler Hoechlin

Green Lantern/Hal Jordon: Chris Pine

Aquaman/Arthur Curry: Jason Momoa